What happened? Redone
by LuffyMarra
Summary: What did happen to the characters of Fusion Fall between the past and the future?
1. Chapter 1

Disclaimer: I do not own Fusion fall, or any of the Cartoon Network characters. Wish I did though.

Author notes: OK, I love this game and this story is in response to LadyLyre's challenge on the FF forum. Hope I kept within the rules for your challenge, and just to tell you, flames will be used to roast Fuse. Now on with the story.

A/N: I now have a person willing to beta for me. Special thanks to Lightning Bird for going over this for me. Hopefully I'm not annoying her too much with my bad eye for details or grammar.

Dexter knew that his friend from the past was staring after him in disbelief as he ran back the way they had just come. As he turned the corner he stopped to listen; he could hear her murmur several choice words regarding his intelligence, before a sigh was heard. Dexter knew what she were thinking; he had seen the doubt and concern cross his friend's face just before he had turned away, but he had no other choice. Dexter couldn't take the chance of Fuse getting his hands on any of technology from his lab. To do so would cause the destruction of their side of the war. After another minute, Dexter heard his friend's footsteps going towards the warp pad, and as the familiar sound of it activating reached his ears, he breathed out a sigh of relief grateful that she had decided to listen to him. As he started deeper into the lair, his com unit went off.

"Dexter! Come in, do you read me?" came the very familiar voice of Number 2.

"Dexter here. What is it Number 2?"

"We can't hold Tech Square any longer; areas are already starting to sink! What should we do?"

"Get out now! My time-traveling friend will be there shortly. You need to find Mandark, and I cannot believe I am saying this, get him to help you get started rebuilding the time capsule. Do not worry, I will be along shortly. Dexter out!"

Knowing his friends would be furious with him for going on by himself, Dexter raced further down the twisted paths of Fusion Buttercup's lair, looking for the technology he knew had been stolen from his lab. Just as he found the room where the Fusion had piled it (probably so it could go back to steal more), the ground once again began to heave and shake under his feet. Knowing that his time was up, Dexter contacted Computress and had her recorded a message to give to the others. In it he told them that he would be fine and to just get his time-traveling friend back to the past. Ending his message, Dexter couldn't help the small part of his mind that wondered if his statement about being fine would turn out true.

Quickly shaking off such thoughts, he pulled out three proton grenades from the pack at his side, primed the timer, and threw them into the middle of the stolen technology. Standing there for a moment, he looked calm as ever on the outside, but on the inside he was raging at the lost of so much of his work. He was also worried; certain that this setback would cause problems for their side's plans for winning the war. Dexter was determined, promising himself that Fuse would pay for all he had done. Turning, he started to run back the way he had come hoping that the warp pad was still at the lair's entrance, wanting more then anything to keep his word to his friends.

Confident that he could reprogram the warp pad to take him to Genius Grove, he let himself imagine the chewing out that his friends were going to give him. Dexter quickly realized that for once he would enjoy every minute of it as long as it meant that they were all safe. Coming around the last corner near the warp pad, he skidded to a stop and quickly backpedaled. Looking back around the corner, Dexter's eyes narrowed in frustration.

The room with the warp pad was filled with Fusion mechs. There was no way for him to safely reach the pad and reprogram it with so many in the room. Pulling back, he found a small alcove in the wall, and ducking in began to pace. As he walked, several plans ran through his mind, each one discarded faster then the last. Just as he was about to give it up as hopeless, a large explosion knocked him off his feet and into the wall. Blinking in surprise, he tried to remember if he had seen anything in that pile that would cause such a large blast, but quickly disregarded that line of thought as every Fusion mech that had been in the warp pad room rushed past his hiding place, towards the direction the explosion had come from.

Waiting a few seconds to make sure they were out of sight, Dexter rushed out of his hiding spot and ran toward the warp pad. Kneeling down, he started to modify the warp pad's programming to take him outside the now-destroy Tech Square to Genius Grove. So engross was he in his work, that he failed to hear the footsteps approaching him until it was too late. Even as he started to turn, Dexter felt something collided hard with the back of his head. Falling to his side on the ground, Dexter could do little as the person grabbed him by the front of his lab coat and lifted him onto his knees.

Trying to focus through the dizziness and pain, Dexter felt his stomach plummet as he realized that he was looking at a red version of his own lab coat. Pushing back the darkness that hovered at the edges of his vision, he slowly lifted his head until he was looking into the red eyes of his doppelganger. Seeing those eyes filled with a merciless glee, Dexter knew that he would not be making it back to his friends. As Fusion Dexter lifted his wrench, Dexter could only hope that his time-traveling friend would make it back to the past and help stop this future from ever happening.

Then Dexter knew only darkness.


	2. Chapter 2

Disclaimer: Don't own, wish I did.

A/N: Thanks to Lightning Bird for betaing for me.

Dexter could remember waking up the first day in this chilled, dirty cell. He had been confused at first, the pain in his head not allowing him to think clearly. Sitting up slowly, he felt some of the fog lift as he got a good look around. He was in a cell with high walls, a stalactites-filled ceiling and only one bared door. The walls were covered in a glowing film of Fusion Matter, which caused the cell to be cast into a permanent twilight. Trying to rise, he realized just how weak he was, knowing that a head injury won't make him this way, (after all he had plenty from blown-up experiments) he decided that the Fusions must be using a device to drain him of his energy.

Finally making it to his feet, Dexter stumbled over to the door, and hanging on the bars for support he looked out at his new surroundings. He saw that his cell was part of a circle of ten. Across from him was a hall and he could see more cells at the end of it. Looking at the two cells on either side of the hall, the redhead was dismayed to see Blossom and Bubbles curled up in the center of the floors, before he could call out to them a monotone voice drew his attention.

"Looks like they finally caught you, huh, Brainiac."

"Mandy!" Dexter said, his surprised gaze snapping to the left, where he could now see her standing at the entrance of her own cell.

"Thought I was dead, huh?" said Mandy. "Hate to tell you, boy genius, but none of the missing heroes are dead." As she finished, he watched as several shapes began to move forward. In the cell between Mandy and Blossom, Kevin Levin gave him a nod of greeting, while in the cell next to Bubble's was a very disgruntled looking MoJo JoJo. On the other side of Mandy, the redhead could just make out the edge of another figure before a hand stuck out in a tired wave.

"Salutations, Dexter. Dismal accommodations won't you agree?"

"Yes, Double D, very dismal." Dexter couldn't help the faint smirk that crossed his face. After all Double D was one of the few that could rival, if not surpass him, in being OCD about cleanliness and organization.

"Oi, keep it down! Some of us would like to rest before the Fusions come again." Dexter frowned at hearing the familiar voice of Number Four, but before he could respond, an even better recognized (and though he would not admit it out loud) missed voice spoke up.

"You don't have to be such a meanie, Number Four. We're just trying to make this place less scary."

"DeeDee!" exclaimed Dexter, as he reached to his right through the bars, and was met by another hand that latched onto his and squeezed hard.

"Hi, Dexter." Before the siblings could say more, there came three short high-pitched whistles from down the hall.

"That's the signal that the Fusions are coming. Better get back to the center of your cell, Einstein. If they realize we've been talking, they might increase the energy drain on us," explained Mandy, as the others melted back into the shadows of their cells. Nodding once, Dexter gave his sister's hand one more squeeze before shakily making his way to the center of his cell, and sitting down adopted his best poker face. Since he was facing the hall, he was the first to see the Fusions, and growl tried to force its way out when he saw that his doppelganger was leading the group. Coming out of the hall, the Fusions spilt up, each one going to stand in front of a cell. As he fake stopped at his door, Dexter could see the hate, and merciless glee housed in the Fusion's red eyes.

After that day, Fusion Dexter seemed to go out of his way to try and torment Dexter. He was shown scenes of battles being lost, and people being hurt or taken. The worst act was when his mimic would ignore him and enter his sister's cell. Her whimpers and cries of pain would push him to the brink of madness, since he knew there was nothing he could do to help her. Once the Fusion left, it broke his heart that all he could do for his sister, was hold her hand while she cried. Through all this only two things kept him from breaking, the knowledge that he had to stay strong for DeeDee, and the certainty that his friends were rebuilding his time capsule.

One day, as Dexter sat in his cell thinking over escape plans, the signal for the arrival of the Fusions sounded down the hall. Though it was earlier then they normally came, (at least he thought it was, it was hard to tell when the place was kept in twilight) it was no surprise to him, to see his Doppelganger leading the way. What did surprise him was to see three Fusion mechs, instead of the normal group of fakes flanking Fusion Dexter. The boy genius tensed as two of the mechs entered his cell, and forced him to his feet, before pushing him out to stand in front of his double.

"Dexter?" Turning toward the worried voice, Dexter gave his sister what he hoped was a reassuring look, before he was pushed down the hall. As they passed each group of cells, Dexter tried to see if he could recognize anyone in them. Most of the cells were too shadowed for him to tell who was in them, some he could just make out the person. He saw Trex, the Scotsman, Courage, Juniper Lee, Number One, and Bloo, but it was seeing two familiar people in the last set of cells, that caused him to break away from his escort.

"Professor! Ben!" called the worried boy, as he came to a stop in front of their cells. Professor Utonium slowly looked up from his curled up position. He was dirty, haggard-looking, and there were more worry lines then before on his face, but he still managed to give Dexter a small smile of recognition. Relief filled the young teen, to see that smile, but it quickly turned to dismay as he realized that Ben hadn't even flinched at his call. The older teen lay on his back in his cell, his signature green jacket was gone, he was covered in dirt and cuts, and Dexter could see that the Omnitrix was dark on his wrist. If it wasn't for the fact that he could see the slight rise and fall of the burnet's chest, he would have thought him…..

Cutting off such thoughts, Dexter moved towards his friend, only to be grabbed and roughly spun around. The redhead didn't flinch as he met the cold, hate-filled gaze of his mimic. In fact, Dexter's glare got sharper, as he noticed the pleasure the Fusion was getting from watching him. Finally breaking the staring contest, Fusion Dexter shoved his good counterpart back into the middle of the Fusion Mechs before continuing their journey down the hall.

After leaving the cave-like prison room, they walked down a long, straight hall before they entered a new room. The ceiling was high and domed, and the floor was a pool of Fusion Matter with a single piece of land rising from the middle of it. In the shadows cast by the pool, Dexter could see the glow of hundreds of red eyes, and all of them seemed to be focused on him. As they approached the edge of the pool, a walkway rose up out of the Matter, and formed a path to the top of the dais. Climbing the path, Dexter had to fight not to gag, as the foul smell of the Fusion Matter became nearly overwhelming. Moving to the center of the island, Dexter was forced to his knees facing a large, black faintly glowing figure, who's could, madness filled eyes seem to try to pierce through Dexter's soul.

"Dexter," said a voice that was filled with such hate, such hunger, such evil, that it sent shivers down the boy's spine. "Who is this girl? What is she up to?"

Images started to play out in the air in front of him. It took only a second for Dexter to recognize his friend from the past. He could see that she was fighting alongside the KND, against the Fusion Spawns near Hero Square. As she fought the spawn, and then the Shocktanglers, Dexter watched as she would turn and almost seem to be looking straight at them. After a moment, she would snarl in annoyance, before turning away to fight the next group of Fusions. Her behavior didn't surprise the boy genius any, he already knew that she had an uncanny ability to know when she was being watched, (he had done several experiments on that fact, and had drove her nearly nuts in the process) and was surprised that she had only snarled at them.

For a few minutes, Dexter was confused, since he had expected her to be gathering materials for his time machine, and then he suddenly realized just how smart she was being. To keep Fuse from knowing what she was doing, his friend was mixing each part of his machine up with random items that she was gathering for the KND. The importance of each item was hidden, thanks to the disrupter fields around each of the safe zones. Not only did it keep the Fusions out of the areas, but it apparently kept Fuse from spying. Since each time she returned to one of the protected areas, the image would get fuzzy, and then fade all together.

Dexter made sure nothing showed on his face as she fought the Fusion doppelgangers and added three more nanos to her collection. He noticed that each time she added a nano, she would look right at them, and a smug smirk would cross her face before she turned back toward the Fusion portal. The last scene that he was shown made it impossible for him to continue to hid his own smirk. It showed her in the junkyard picking up the head of Larry 3000, as she started for the exit; she suddenly stopped and once more turned to where she was looking right at them. Slowly a wide grin spread across her face, and she said two words, before spinning and sprinting for the exit. He felt his own smirk grow as he read her lips, now knowing why Fuse was showing him this; he wanted to know what she meant when she said 'Mission Accomplished'.

"That, Fuse, was my friend completing my time machine. She's going to back to the past to warn everyone about you. You'll never win now." Dexter could hear the superior tone in his voice, as he faced Fuse fully, and wasn't surprised when he heard his double growl in anger. What Dexter didn't catch was the movement of him raising his wretch into the air. So the boy genius was unprepared for the pain that exploded along the back of his skull, and as he heard Fuse give a furious yell, he once more fell into darkness.

Dexter awoke later in his cell to a voice weakly calling his name. Fighting the ringing in his ears and the pounding of his head he pulled himself to the front of his cell and grabbed the hand he could just see trying to reach around the edge.

"Dexter, what's going on? It's like everything keeps fading in and out." He could hear the fear in DeeDee's voice and wished there was more that he could do for her.

"This timeline is ceasing to exist, DeeDee." Realizing she may not understand him, he went on before she could interrupt. "Our friend from the past, she has gone back and is changing our future for the better, so this future is fading away."

"Will it really be better, Dexter?" asked DeeDee, hope filling her voice for the first time in a long time.

"Yes, sister, it will be much better." His tone was tender, and you could still see a fond smile pulling at the edge of his lips. Though deep down he was truly frightened at the thought of fading away, and losing his sister for a second time.

"Good. You're always right, Dexter, you'll be right this time too." Her voice sounded so far away, and then Dexter realized he could no longer feel her hand in his. Pulling his empty hand back to his chest, Dexter rolled over so that he was facing the ceiling, and let out a very tried sigh. Closing his eyes, he could feel himself slowly fading, a strange sensation to be sure, but as he heard the furious yell of Fuse echo down the hall, Dexter couldn't help the bitter smile that crossed his face.

"I told you, Fuse, you will never win."


	3. Ben

Disclaimer: Don't own, wish I did.

A/N: Thanks to Lightning Bird for betaing for me. Also I've already redone chapters 1 and 2 if you haven't already checked them out please do. I will hopefully have chapter four redone sometime soon.

"Where are they?" asked Ben as he leaned over the edge of the carrier and watched as section after section of Tech Square sank into the Fusion Sea below it. "I knew I shouldn't have left Dex alone no matter how good his argument was."

"Relax, Ben, you know Dexter. He'll try everything he can think of before he'll give up on the Square," replied Number Five, but she looked just as worried as she, too, peered over the edge of the ship.

"Look, here comes the S.C.A.M.P.E.R.!" shouted Ben, relief filling his voice. Jumping up, he quickly ran over to where the S.C.A.M.P.E.R had landed only to stop in confusion when the only ones to get off were Number 2 and the girl from the past.

"Where's Bubbles? Blossom? Dexter?" demanded Ben, his gaze going from one to the other.

"I don't know about Blossom or Bubbles, but Dexter stayed behind," said Number 2.

"You LEFT him! How could you leave Dexter to fend for himself?"

"He...h...he told me to go, t...to get started on the time machine for his friend," stuttered Number 2, having never been the target of Ben's anger before. "She told me that Dexter said he'd be right behind us, that he had to make sure the Fusions didn't get any of his inventions." Ignoring his friend's discomfort, Ben turned his anger on the girl that had left Dexter by himself, only to swallow his angry tirade at the picture in front of him.

Jack stood in front of him, his stance battle ready, and his hand on his sword. Right behind him stood the girl, her hand fisted into his robes, but it was the look in her eyes that caused Ben to freeze. They were filled with sorrow, regret, a plea for forgiveness, and fear; a fear of him. As quickly as his anger appeared, it drained away, to be replaced by shame, guilt, and disgust with himself. It wasn't the girl's fault. Ben knew firsthand just how unstoppable Dexter could be when he had his mind set on a goal. She had done nothing more than exactly what Dexter had ordered her to do. Besides she wasn't the one he was mad at, he was really angry with himself. He had lost so many people; Grandpa, Gwen, Kevin, Julie all lost because he had done nothing. The teen wasn't about to let Dexter join that list. The Omnitrix wielder would not take his frustrations out on an innocent girl, not when there were other beings more deserving.

"I'm sorry." Tennyson watched Jack relax and the girl start in surprise. She was opening her mouth to speak, when Ben spun around and ran for the side of the ship. Even as he heard his friends calling his name, he turned the dial on the Omnitrix and, slapping it down, he jumped over the edge of the ship. Then the others' voices quickly faded as the form of Jetray sped away from the ship, determined to find his friend and bring him back to safety.

Heading for the only section of the Square that left, despair slowly began to fill Ben's heart. It was covered in debris from crashed S.C.A.M.P., and terrafusers covered the ground. Their foul slime was slowly eating away at what little ground was left, while all around the Fusion Sea wore away the sides of the land, turning them into high, steep cliffs.

Jetray felt his panic increasing as the ground continued to shake with frightening frequency, and there was still no sign of his friend. Movement on the northern edge of the land mass had him stopping to hover in mid-air. For a moment, he was disappointed to see that it was just a group of Fusion Mechs, but that changed as he caught a flash of white and red in the middle of the Mechs.

Shooting up to gain some altitude, Jetray dove down toward the Fusions. As he got closer, he realized the flash of red he had seen was coming from Fusion Dexter, who suddenly turned and pointed up at him. The warning came too late for two of the Fusions, as the Aerophibian plowed into them, the power and speed behind the blow caused them to immediately become unstable and fall apart.

Circling back around, Ben noticed that the other Fusions had started throwing their own attacks at him. With the Aerophibian's superior speed, he managed to avoid most of the attacks, but could feel several burning stings, that told him a few had hit their marks. Diving again, Jetray took out two more with his laser blasts, before hitting the last one hard enough to scatter it halfway across the area. Temporarily satisfied with what he had done, Ben10 turned and let out an angry hiss as he took in the scene before him.

Fusion Dexter had laid Dexter down on the ground near the edge of the cliff, and was standing with a foot on the smaller boy's chest. Ben could see that Dexter was unconscious, and from the darkening bruise that ran from his forehead up into his hair line, the older teen could guess why. Feeling rage engulf him, Jetray dove toward the doppelganger, only to pull up short when the creature used its foot to kick the helpless boy closer to the edge. Watching as one of Dexter's arms fell to hang limply over the edge, Ben became truly scared for his friend's life. Ben10 had seen first hand what that stinking, yellow slime did to people that got caught up in it. The lucky ones, the ones that were pulled out immediately, only became sick but were able to recover from the exposure. The unlucky ones, the ones that they couldn't get to in time suffered burns, sickness, coma, and worst of all death. Watching the sea, Jetray could see the waves jumping higher, almost like they were reaching for Dexter. Focusing back on the Fusion, he watched as it pointed to him, and then down to the ground. Understanding what it wanted, he flew down and landed, but stayed in his alien form. Seeing it make a cutting motion with its hand, and watching it kick his friend closer to the edge, Ben growled and allowed his transformation to fade.

As the last of the Omnitrix's energy faded, the brunette placed his arms behind his back. Out of the corners of his eyes, the teen could see that the Fusion Mechs were beginning to reform. Knowing he had very little time, Ben twisted the Omnitrix and pressed three specific spots on the casing. As the reformed Mechs surrounded him, and two grabbed each of his arms, Ben10 could slowly feel the Omnitrix growing cold on his wrist. The reaction he had started would completely lock down the device, making it total useless until he reversed the sequence.

As the Mechs dragged him forward, Ben looked up and could see that Dexter's carrier was slowly turning away. A small feeling of relief fleetingly filled him, as he saw that it was heading in the direction of Sector V. At least some of his friends would be safe, and they had a chance to survive this war. Focusing his gaze back on Fusion Dexter, (who was carrying Dexter over his shoulder again) he knew that Dexter and he would not last long. Especially himself when Fuse found out the teen had made the Omnitrix worthless to him.

As they neared the northern edge of the Square, two Fusion Tri-pods rose up out of the sea. Ben watched as Fusion Dexter carried his friend onto one of the Tri-pods, while he was drug onto the other. The Omnitrix welder started to yell, when he saw the Fusion drop the smaller teen to the ground, but was cut off as one of the Mechs twisted his arm hard bring him to his knees. Pushing past the pain, the teen could see that the Doppelganger was taking great delight in his struggles. So Ben did his best to wipe the pain off his face, knowing that he could not give the little twerp the satisfaction, and came to a decision.

As the Tri-pods began to move, and Ben watched the last of Tech Square sink into the Fusion sea, he knew that he would do the only thing he could. He would keep Fuse's attention on himself, and off of Dexter for as long as possible. It was the only thing left he could do for his friend.


	4. Max Tennyson

Max Tennyson

A/N Thanks to Lightning Bird for betaing this chapter for me. Hopefully this rewrite is better then the first one.

Disclaimer: Cartoon Network owns everything.

Chap 4

Max Tennyson watched through a pair of binoculars as a lone Fusion portal appeared outside the Fissure Infected Zone. A large group of Asphalt Freaks entered it before it disappear from sight. Placing the binoculars down, Max frowned deeply and narrowed his eyes in thought before turning and sneaking back to the safe point in Townsville Park. He didn't like the fact that so many Fusion monsters were entering the Infected zone lately, or the fact that the fissure was becoming deeper and faster then before. It was truly beginning to worry him. What was Fuse digging for so desperately, and how bad would it be for their side of the war? Entering the safe point, he was surprised to see Number One, aka Nigel Uno, there alone. Before Max could ask where the Scotsman was, he heard yelling and explosions coming from the right of the safe point, the same direction he knew a group of Dire Raptors lived. Meeting Nigel's gaze, they both heaved long suffering sighs and silently agreed to leave the Scotsman to his fun.

Walking up to the table next to Nigel, Max pulled out a map and studied the latest readings on the depth of the fissure. The frown that crossed the older man's face drew a concerned look from younger man.

"Is it bad, Max?"

"It's not good, Nigel. That's the fifth reported group of Asphalt Freaks to enter the Infected zone in the last three days, and this was the largest one yet. Whatever they're searching for, they have to be close to it." Sighing and running his hand through his hair, Max left the table and entered his RV. Nigel watched him go, a look of confusion on his face. It only deepened when the older man came out holding a strange device.

"What's that?"

"This, Nigel, is a seismic sensor. With it we should be able to see if there's anything under the area where the Asphalt Freaks are digging. The only problem is it has to be placed in the center of the Infected zone. So I'll be back…"

"No," said Number one, cutting Max off with a shake of his head. "I'll do it. I'm smaller and quicker. I can be in and out before the Fusions notice that anything is going on. Besides, you'll need to be here when the readings start to come in." Holding out his hand, Number One waited until Max relinquished the sensor.

"It has to go into the middle of the fissure. Be very careful, Nigel. I don't want to be the one to tell your team you became Fusion food. If you get into any trouble, call at once. Understand?" The young boy nodded, and placing the sensor into a backpack, he quickly left the safe point. The entire time he could feel the Plumber's concerned gaze following him.

An hour later, a very tired Number One reentered the safe point and was a little surprised to see both Max and the Scotsman leaning over a computer screen. As he approached, the older man looked up and motioned him to join them.

"You need to see this, Nigel," said Max, as he turned the computer screen toward Number One. "This first image was taken five minutes after you finished setting up the device." On the screen, he could see the static image of a cave that was as long as the fissure and just as wide. In the middle of the image was a large dark blob easily half the size of the cave. "The next image was taken about forty minutes later." The bald boy's breath caught in surprise as he took in the new image. The dark blob had moved in the time between the two images, and he could now see that it was covered in what looked liked spikes and huge horns.

"Wha…what is that?" stammered Number One, as he backed away from the screen.

"That, Nigel, is the ancient creature that Fuse is trying to awaken. It's also big trouble for us because the Fusions are closer to the creature then I'd like," said Max as he continued to stare at the image.

"Aye, lad, that beast is giving off a great deal of demonic energy. We can't be letting Fuse get his hand on it," chimed in the Scotsman as he tried to make sense of the computer.

"Tell me what to do, and I'll see that the KND gets it done."

"You're not doing anything more for the time being, Nigel. You're exhausted from your last trip, so just leave this one to the Scotsman and me. We're going to set some charges in the fissure and collapse it before the creature can be freed," explained Max as he stood up and began to gather the supplies he needed. "We have to set them up at three different points, so don't worry if it takes a little while. Also, Ben will be coming by later, and I know he's going to worry when he finds out where I've gone. So if you could keep him calm until I come back, I'd appreciate it. We'll contact you if anything goes wrong." Nodding his consent, Number One watched as Max and the Scotsman left the area. All the while he was silently wishing them luck.

"Hey, Number One!" Turning at the call, the leader of Sector V smiled as Ben came up to him and shook his hand.

"How have you been, Ben? Any progress with the space port?"

"Fuse still has us grounded, but we're thinking up new plans to get back into the air. And I'm doing ok, but where's Grandpa Max? I thought I told him I was coming," the burnet asked as he looked around the area.

"Max and the Scotsman have gone to the Infected Zone. We found out what Fuse has been digging for, and they went to set up some charges to collapse the fissure and stop Fuse from getting to it. You shouldn't worry though; they haven't called with any problems, so I think things must be going alright."

"Number One! Number One, we have a problem, sir!" shouted a KND operative as he ran up to them.

"What is it, Number 249?"

"A large group of Asphalt Freaks just entered the Infected Zone, and at least ten of them were Asphalt Freak Fathers!"

"What?" shouted Number One, as identical looks of horror and fear crossed both his and Ben's faces. Reaching down, Number One picked up his shattergun and took off after Ben10, who was already running toward the fissure.

"249, get a group together and meet us at the warp pad! Hurry!" Number One ordered as he caught up with the Omnitrix welder. When he did, he flipped his hand and a com cube appeared in it. "Max! Max, this is Number One, do you read me?"

"Nigel, what….." Anything else Max might have said was cut off by a large explosion.

"Grandpa! Hang on, we'll be there soon!" called Ben, with a note of desperation coloring his voice.

"No Ben! It's too dangerous, stay away!" Another, closer explosion came over the com cube. "They got the second set of charges!" This caused the two desperate boys to put on even more speed, both silently cursing the fact that the Omnitrix was not working at that moment. Turning the last corner and racing over the hill, they suddenly stopped dead in their tracks at the sight before them. The warp pad was in pieces, smoke still rising from most of it.

"Grandpa, they destroyed the warp pad!"

"I know, Ben." Ben looked at the com cube with disbelief before running over to the shield surrounding the fissure.

"You have to find a way out! Please, Grandpa!" cried Ben, as he started to beat on the shield. A sudden earth-rattle roar caused Ben to freeze in mid-hit before his eyes snapped to the cube Number One still held. They could hear the sound of the ground shattering, before a panicked cry was heard form the two men trapped inside.

In the fissure, Max watched the arm that had just broken through the ground, disappear back into the hole and closed his eyes as he came to a heartbreaking decision. "I can't do that Ben, not now." Max's regret-filled voice sounded in the silence after the roar. Beside him, the Scotsman looked on in sympathy and placed a supportive hand on the grieving grandfather's shoulder. "I have to stop Fuse from getting his hands on that creature. I'm going to take the explosives that are left and with the ones that the Scotsman has on him, we'll be able to blow this place sky high. That way you and the others will be safe, and Fuse will be short one monster."

"No," said Ben, as he sank to his knees, his forehead resting against the shield. It was one word, but it was filled with so much despair and grief that it broke Number One's heart, and he had to look away. "Please, Grandpa, you're all Gwen and I have left. You can't leave us too. Please," pleaded Ben, as the realization of what his Grandpa was saying hit him like a ton of bricks.

"I'm sorry, Ben." Max's heart was breaking as he said those words. "But it has to be this way. Tell Gwen I'm very proud of both of you, and I love you very much." Number One's eyes snapped back to Ben10, just in time to see his face turn paper white as they heard the war cry of the Scotsman and then a deafening explosion.

Far away in the wilderness, Gwen suddenly sank to her knees in pain. She always kept tabs on her cousin and grandpa by feeling for their manna. It was a great comfort to be able to feel it and know that they were safe and alive, but now one of those mannas had just disappeared. She could no longer feel its comforting presence like she had all her life. As the Plumber agents in the area came running up to see what had happened, Gwen threw her head back and cried out one word. That one word was so unexpected and filled with so much grief, heartbreak, and pain, that it stopped everyone in their tracks. A word that, even so far away, Ben was echoing with just as much pain.

"GRANDPA!"


End file.
